Annual Report - QuamIR

Corporate Governance Report (Continued)
Minutes of the board meetings and committee meetings are recorded in
sufficient detail on the matters considered by the Board and the committees
and the decisions reached, including any concerns raised by the Directors.
Draft minutes of each board meeting and committee meeting are sent to the
Directors for comments within a reasonable time after the date of the meeting.
All Directors have access to the company secretary, who is responsible for
ensuring that the board procedures are complied with and advising the Board
on compliance matters.
Directors are provided with sufficient resources to seek independent
professional advice in performing their duties at the Company’s expense
and are encouraged to consult with the Company’s senior management
independently.
Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by
Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the
“Model Code”) as its own code of conduct regarding Directors’ securities
transactions. Having made specific enquiries, the Company has obtained
confirmation from all Directors that they have complied with the required
standards set out in the Model Code during the year ended 31 December
2011.
The Company has also adopted a code for dealing in the Company’s
securities by relevant employees, who are likely to be in possession of
unpublished price-sensitive information in relation to the securities of the
Group, on no less exacting terms than the Model Code.
Remuneration Committee
The Company has established a Remuneration Committee with written terms
of reference. The Remuneration Committee, chaired by an Independent Nonexecutive
Director, comprises four members namely Mr. CHUNG Cho Yee,
Mico, Mr. CHENG Yuk Wo, Mr. Albert Thomas DA ROSA, Junior and Mr.
FAN Yan Hok, Philip, all of whom are Independent Non-executive Directors.
The Remuneration Committee is responsible for making recommendations
to the Board on the Company’s remuneration policy and structure for
Directors and senior management, and reviewing their remuneration
packages. In arriving at its recommendations, the Remuneration Committee
will consult with the Chairman and/or the CEO whenever it thinks fit and take
into consideration factors such as the remuneration paid by comparable
companies, skill, knowledge, time commitment and responsibilities of
Directors.
18 HKC (Holdings) Limited • Annual Report 2011